Vale Lethal Protector
by Dark Warrior of The Multiverse
Summary: After sacrificing his life to stop the Queen and save New York a Celestial Being decided to send Flash's Soul to a different world and be reborn as Jaune Arc and gains his memories from before and take the role as Agent Venom again to help defend Vale as it's Lethal Protector. (Flash is Jaune) and JaunexHarem story and take place after the Secret Wars Spider-Island Comic Event.
1. Rebirth

**Disclaimer : I don't own Spider-Man. Spider-Man and all related characters are owned by Marvel Entertainment. or RWBY, RWBY and all related characters are owned by Rooster Teeth.**

''Flash Thompson''-Talking

 _''Jaune Arc''-Thinking_

 _ **''WE ARE VENOM'' -**_ The Venom symbiote

 _ ***Flashback***_

 **Chapter 1 : Rebirth**

 **Avengers Tower after the battle with the Spider-Queen**

After the Venom symbiote bond to the Spider-Queen and control her long enough to jump of Avengers Tower and damage her while Stegron and his dino-friends finish her off the rest of the heroes that where still on top of the Avengers HQ where with Peter Parker a.k.a Spider-Man and with Flash Thompson a.k.a Agent Venom who save was the one to save all of New York with the help of the Venom symbiote was now dying from being debonded with it and because he wanted to make the ultimate sacrifice to save the rest of the world from being transform into spiders.

''Vision, There's got to be something-'' Spider-Man tried to ask until the Vision interrupt him.

''I am afraid I have done all I can. The internal injuries are too severe even with a fully functioning hospital...''

''It...It's all right.'' Flash answer in a weak voice meaning his time almost up.

He look around to see the all of the heroes that fought along side him against the Queen gather all around him to hear his final words.''The Queen's dead. People are free. And you're back that's how I know everything'll be okay.'' He then turn his face to Betty Brant his girlfriend who was now transform into a lizard person from taking one of 's lizard serum and told her his final words to her. ''Betty...I'm sorry for everything. The secret, the lie's... I really did love you... The best I could.'' He finish.

''I know Flash and I love you too...always.'' Betty said as she put a hand/claw on his face.

Flash then turn to Peter his long time favorite hero, the very reason why he went into the army and became Agent Venom in the first place to say his final goodbyes to the man that change him forever. ''Pete..I'm sorry for giving you such a hard time...'' He apologize to him for bullying him all those years when they were younger.

''Stop. When it comes to highschool mistakes , I've got you beat by a mile.'' Peter said to him as his voice broke a bit from almost crying.

''You were my best friend, Pete and my hero.''

''Flash, you muscle head... You kept hope alive when I should've died. You saved the whole world. All of Humanity... You're my Hero and you always will be.'' Peter said now crying.

''Y-You always b-be my hero Pete...always will be.'' Flash said as he finally close his eyes and stop breathing slowly as he past on and left this world as the heroes lost a true hero amongst them all.

 **RWBYVerse in Team JNPR Room...**

We join are young white knight as he was still asleep until he woke up with a gasp like he just work up from a nightmare and cover in sweat and grab his head wondering what was that dream about with about some other place with costume heroes that he didn't know at all and the words Flash and Venom kept echoing in his head and took at his alarm clock showing that it was almost time to get up for class for today and he could just tried to thinks about these dreams he been having lately.

 **A Few Hours Later...**

It now lunch time as he and his team went to get their food and sit with team RWBY as they were all talking Pyrrha notice that Jaune was sitting their eating his food quietly as he look deep in thought at whatever he was thinking and hope it was nothing bad.

''Jaune is everything alright?''

''Uuh oh yeah just some bad dreams lately no big deal.''

''Jaune it's ok you can tell me.'' She said with concern in her voice as she got everyone attention.

After he look at all his friend he just not bother to denied to argued with Pyrrha and just told her and the rest of his friends that were listening what his dreams were that he been having. ''Ok so for the past few weeks I've been having these weird dreams lately about a different world I guess with nothing but humans and no faunus or any of the four kingdom and it was called Earth not Remnant and it was a lot bigger with what seem like at least 196 kingdom. Then there some guy that look just me except he acted like Cardin when he was bulllying me.'' This shock the group. ''But it wasn't his fault from what I can tell his father would beat him and he would take all his anger out on the son and the worse thing is that his dad a cop.'' So far this was worrying the group thinking about why would a cop that a father do something like that to their own son just for being angry and why would Jaune would be dreaming this. ''But after a while there this hero name spider something I don't remember but he was this guy with spider-powers that change the bully into a better man and later on when he finish school he join the army and after going on a few missions his fellow soldier was going to be killed until he push him out of the way but got his leg blown off.''

''Jaune why would you dream something like this?'' Ruby ask worrying about him.

''I don't know but the worse thing about it is that these dreams...feel real like some how I lived through it.'' His friends are really worry now.

''And that not even the worse part... After he legs got blown off he was offer a chance to walk again and fight for his kingdom or country from what I remember with something called Project Rebirth that involve a black goo of some kind that was alive and it bonded to him as gave him his legs back and along with some other perks like he had spider-powers and other stuff like he was transform into a super hero.''

''I don't see how that a bad thing, I mean he got his legs back and he a super hero now so how that bad?'' Yang added her two cents.

''Let me finish, it's the black goo that make it worst because when he would get mad he would change into this huge thing that would make Grimm run for their lives just by seeing him and he would sometimes bite their head,arms,or legs off or even crush their skull and just kill them if he lost control of the suit.''

After that the group was very worry about their friend and they were about to say something until Jaune spoke again. ''But I guess that after spending time with the bully, the black goo change after being bonded with him for so long that all that hate and anger went away when they were out on missions fighting together, and after fighting one last battle they both made the ultimate sacrifice to save the rest of the world from being taken over by some evil queen.''

After a few moments of silence Ruby decided to ask something. ''Do you know the name that he went by when he and that black goo save the world?''

''Yeah I do...I think his name was-''

He didn't have the chance to say the name since the bell ring meaning that lunch was over and that it was time for class.

''I guess that I'll tell you guys later.'' After that he left to get ready for class leaving behind a very worry of friends.

 **Goodwitch class...**

Right now we join our heroes in combat class with Glynda Goodwitch today that is almost over with everyone having a battle today with Ruby vs Nora, Yang vs Ren and some other ones that happen today and right now Goodwitch is about call on one final match before class end and calls...

''Would Jaune Arc and Cardin Winchester come down for the final match of the day?''

''Today my lucky day boys.'' Cardin Winchester said to his team and went to get his battle gear and weapon.

While He went to get his gear Jaune didn't hear that Goodwitch called out his name to get ready for battle since he was still thinking about that dream he had last night and that the word Flash and Venom but mostly Venom kept echoing in his head since lunch was over and it was getting louder and louder every time and he saw a image of a older version of himself wearing all black and that cover his body, his chest was cover in black body armor with a white spider covering his whole torso, his shoulders and legs grew spikes, his arms was cover in some sort of black armor, with a white patch on the back of his hands, and then his face was cover in a black mask with black lenses and he was holding two pistols shooting at some other people that were shooting at him. He was brought out of his thoughts when Ren a member of Team JNPR told him he was needed for a match against Cardin and started to leave until he ask Ren something.

''Hey Ren can I ask you for a favor?''

 **Few Minutes Later...**

It was only a few minutes later that Cardin had already had his battle gear and weapon ready to go as he and were just waiting for Jaune to come out and it was only a few seconds later that Jaune had join them but he wasn't wearing his usual gear. He was wearing a long black sleeve muscle shirt and a black vest with a white spider on it and black jeans with black fingerless gloves with a white patch on them he was holding his teammates guns Stormflower. ''Mr Arc is there a reason why you are holding Lie Ren weapons and don't have your's?'' Goodwitch ask.

''Yes it's because my dad needed Crocea Mors to make some upgrades to it for me and I ask Ren if I could use his weapons since I know how to use firearms already.'' He lied to her because He had his sword with him but for some reason he wan- no need to use a pair a guns for this fight since for some reason he felt comfortable with them in his hands and the image he had earlier made him wanted it more and would have to remember to go down to Vale and buy a pair of guns after class.

''Alright then if Lie Ren gave his permission to you to use his weapons then it's fine for today but are you two ready?''

As they both nodded they got their weapons ready and waited for Ms Goodwitch to give the call to start.

''And Go!'' She said.

Cardin made the first move as he ran toward to Jaune getting ready to attack and strike until Jaune felt a strange felling in the back of his neck and dodge the attack as he jump over him that surprise everyone because of how he moved so fast before Cardin almost hit him and started to use Stormflower and shooting Cardin in the back that made his aura go down a bit every shot but then he stop shooting and ran to Cardin and started to punch him multiple time and everyone especially his team and team RWBY were all shock and surprise that Jaune was beating Cardin without having his aura going down one bit and still at 100% and also because of how fast he punching him, Cardin's aura was already in the yellow zone and still going down as Jaune kept punching him and dodging his attack so that's when Cardin had enough and push Jaune away from him and see his aura bar it almost to the red zone and he was piss.

 _''How the hell is he doing this?!''_

That when Cardin pick up his weapon and was about to hit Jaune while he was down.

 _''But right now I'm ending this!''_

As he swung his weapon down, to his and everyone yes that including Ms Goodwitch too, is that Jaune stop the attack when he caught it with his bare hand and took it away and brought his right arm back and punch Cardin in the face that send him flying into the air and crash into the wall that made a spider web design to appear in the wall and show that Cardin aura was now in the red zone.

After getting over her shock Glynda called the match. ''A-And the winner is Jaune Arc.''

Just as he was about to leave a sudden rush of pain came to his head and he fell down to his knees and held his head as he scream in pain, Glynda and his friends went to him to see what was wrong but his aura began to rise up and push them away and they all watch as his aura grew even more and more until suddenly his aura stop growing and he stop screaming as he fell unconscious and let darkness take over.

 **In Jaune's Head...**

Jaune eyes open as he woke up and found himself in a dark place he never been before wounding what just happen.

''Where am I?'' He said wondering where he is.

 _ **''Inside your head Jaune Arc.''**_ Said a strange voice that sounded like a woman said to him.

 _ **''Or should I say Flash Thompson?''**_ Just then a red bright light came into his view and then suddenly a woman came into view she had white hair, had a red blindfold covering her eyes, she was wearing a red dress with a white spider on it. She was sitting on a golden chair with golden spider legs coming out of them and then there was a giant spider behind her with each web showing a man,woman,boy,girl, and...pig all wearing what looks like a costume that had a web design to them all except for some with a black costume.

''W-Who are you?'' He ask the strange woman in front of him.

 _ **''I am Cassandra Webb or as mostly know as Madame Web the last keeper of the Web of Life.''**_

''Web of Life?'' Jaune ask not knowing what the web of life is.

 _ **''Yes but I have come to you to let the rest of your soul from your past life be awaken and let you be reborn as you were Flash Thompson.''**_

''What do you mean reborn? What the hell is going on here first the dreams and then that strange voice in my head saying Venom and no-''

Before He could say anything else he started to remember all the dreams he had from being a scared little kid,into a bully, to a soldier, to a monster and then into a hero know as Agent Venom and then look at Madame Web.

''Those dream I've been having that was me from my past life as Flash or Venom.''

 _ **''Yes your soul from your past life have been slowly coming to your new body and now it is finally done as you're body is changing as we speak and I have someone that would like to talk to you.''**_

As she waved her hand a red mist appear beside her and then a figure came out of the mist and it was a man with long blond hair like his but darker with blue eyes and a beard. He was wearing all black and covering his body, his chest was cover in black body armor with a white spider covering his whole torso, his shoulders and legs grew spikes, his arms was cover in some sort of black armor, with a white patch appearing on the back of his hands. It was none other then Flash Thompson a.k.a Agent Venom.

''So your me then.'' Said Flash as he walk towards to Jaune and took a good look at him. ''You look like Parker did back in highschool puny.''

''Hey!'' Jaune pouted.

''But you have some muscle already so that good but my name is Flash Thompson or other wise know as-''

''Agent Venom.'' Jaune finish his sentence.

''Yeah that me nice to meet you bro.'' Flash said as he pull join into a hug.

After a few seconds they broke the hug and then look back at MD (Madame Web) and Jaune ask. ''What going to happen to me then is Flash is going to have this body then?''

 _ **''Nothing young one yours and Flash soul shall become one as it should have in the first place and share both mind and soul but now I have a question for Jaune Arc.''**_

''Yes?''

 _ **''If you were given the change to take a power that was unknown to your world what would you do with it? Would you became use it for Good or Evil?''**_ Madame Web ask as both she and Flash look at Jaune wondering what his answer would be and after a few seconds he said. ''I would use it for good.'' He said ''I always wanted to become a huntsman in order to protect the one I care about like my dad, grandfather and his grandfather before him to become a hero to protect the weak and innocent so they can live in a world knowing that it people like us that are out there protecting them against evil and defend those that can't defend themselves.'' He said as they both look at him with a smile on their face.

''Nice speech kid no wonder why your the leader of your team.'' Flash said.

 _ **''Very nice indeed.''**_ She said as Jaune smile at her.

 _ **''Now then I have something that will help you on your journey.''**_ As she wave her hand again a black goo appear in front of Jaune and Flash as it started to form a black muscle bound creature with a white spider covering it's whole torso and the back, it also have giant eyes and it's mouth with sharp teeth and a long tongue that had some green slime off of it. This creature was know as Venom.

 **''So this is our new host?''** He said as he look up and down at Jaune and then look at Flash.

 **''Thompson nice to see you again old friend.''**

''Nice to see you Venom.'' Flash said to his old partner.

''Uhhh who is this?'' Jaune ask trying to not scream at the huge creature in front of him.

 _ **''Jaune Arc I would like you to meet Venom. A Symbiote from a race of amorphous extraterrestrial parasites. The Symbiotes envelop their hosts like costumes, creating a symbiotic bond through which the host's mind can be influenced.''**_

''W-Well nice to meet you then Venom.'' Jaune said as he look at the huge symbiote in front of him.

 **''Nice to see you to Arc.''** Venom said.

''So what now? How do me and Jaune become one Madame Web?'' Flash ask.

 _ **''You will need to hold hands as I and along with Jaune's Aura combine both of your soul together.''**_

As they held each other hands (No homo) they waited for Madame Web to combine their souls together and suddenly Jaune aura began to appear as it connected to both him and Flash and Madame Web started to speak _**''For it is in passing that we achieve immortality, through this we become a paragon of virtue and glory to rise above all. Infinite in distance and unbound by death, I release your soul, and by my shoulder, protect thee.''**_ As she finish the chant both Jaune and Flash started to glow bright as the white light started to feel the dark room into nothing but light and when it went down it show that there was only one person there. He was a dark blond with a darker shade of blue eyes and he was wearing the Agent Venom suit.

''Wow that was a rush.'' Jaune said as his voice was a deeper then before.

 _ **''Indeed now your soul have become one. Your skills,smarts,and strength from your past life will come back to you as will your body will change also to match it.''**_

''Will I lose my legs when my body change?'' Fearing that he will lose his legs when his new body change to match his old one from before.

 _ **''No you will have your legs. It just that your body will change to match your skills and combat experiences from before and after you gotten the Venom Symbiote.''**_

''Thank God...So what now? Do I wake up and if I do what about Venom?''

 _ **''When you wake up the symbiote will already be bonded to you and it will be just like last time except I have made a few changes to it that will help you on your journey. But right now you are needed.''**_

''Thanks Madame Web I don't know why or how I deserve this second chance to live but I want to say thank you and I won't let you or anyone I care about down.''

 _ **''I know you won't during your time as Agent Venom you have done many good deeds especially since you have save all of New York from the Spider-Queen and brought hope to those that you have save. Now go it is time for you to be awake and also you will need to meet your headmaster and tell him about what had happen for he will be a great ally on your journey.''**_

''Thank you again for this second chance... Well I'll see you soon partner.''

 **''See you soon.''** Venom said to him as a flash of light came into the room and then Jaune/Flash was gone.

 **Back In The Real World...**

As his eyes open Jaune woke up in a bed in the hospital room with his team and team RWBY in the room waiting for him to wake up.

''Where am I?'' He ask starting to wake up.

''In the hospital. You pass out after you beat Cardin in your match .'' Pyrrah said to him.

''Oh right.'' He said as he got up from the bed.

When he got up he notice that he was a little taller then before and he look at all of the girls that were in the room seeing them blushing all red for some reason and then notice that they were all look at his chest.

''What wrong with you guys?'' He ask

''Damn Vomit Boy have you been working out?'' Yang said as she had a look like a predator that it gives to it's prey.

''YANG!'' Scream Both Ruby and Weiss.

''What are you talking about?''

''U-U-Uhh J-Jaune you might want to look into the mirror in the bathroom.'' Ruby said.

He nodded and went into the bathroom and lock it behind him and took a good look at himself he saw that he wasn't wearing a shirt or pants and only his boxers. He saw that his muscle grew bigger then before he had a perfect six-pack with strong arms and that his blue eyes were a bit darker then before, and his hair turn from blond to dirty blond and that he was growing a beard now.

''Ok Madame Web said that the symbiote was already bonded to me now lets test that out.'' As he said that he close his eyes and try to summon the suit like he had before and then a black goo came out and started covering his body, his chest was cover in black body armor with a white spider covering his whole torso, his shoulders and legs grew spikes, his arms was cover in some sort of black armor, with a white patch appearing on the back of his hands, and his face was cover in a black mask with black lenses. He then open his eyes and saw that he was now Agent Venom once again.

''It work I'm back.'' He said as the mask started to come off showing his face and seeing that he was crying a little.

 _''I promise that I will become a hero and protect those that mean the most to me and make up from my past sin and do what every I must to protect my friends.''_

He was brought out of his thought when he heard a knock at the door and dry his eyes and deactivate the suit leaving him in his boxers. ''Yeah?''

''We brought you a pair of clothes.'' Pyrrah said on the other side of the door.

He open the door real quick and was handed a black t-shirt and a pair of blue jeans and a pair of black sneakers. After he put his outfit on real quick he notice that the shirt was a little too tight and would have to throw all of his old ones away and buy new ones later and exit out of the bathroom and look at his friends.

''I need to talk to Ozpin real quick.''

''No Jaune you still need time to recov-''

''No Pyrrah I need to speak to Ozpin about what happen.'' He said as he walk to the door.

The group was about to say something until Jaune said something to her and them. ''Look I'm fine but I really need to see the headmaster about what happen and I promise I'll explain later alright.''

After they all nodded he left the room but when he left the room to speak to Ozpin he shouted. ''AND YANG I'M NOT VOMIT BOY ANYMORE GOT IT!'' and continue walking leaving everyone back in the room looking at Yang as she blush a deep red like Ruby Hood.

 **With Professor Ozpin...**

In the office of Professor Ozpin here he was battling his most mortal enemy...paper work.

 _''I wish there was something to get me out of this mess.''_

Just then his prayer was heard as he saw that the elevator to his room was open and show that Jaune had come out of it and walk towards him.

''Ah hello Mr Arc nice to see you up and running and doing better.''

''Nice to see you to Professor Ozpin.''

''So what brings you here not that I don't mind.''

''I need to talk to you about what happen during my match against Cardin.''

''Ah yes I heard about that from Miss Goodwitch about what happen after your fight with Mr Winchester and it look to me that you know what happen.''

''Yeah you could say that.''

''So tell me what happen to you.'' Ozpin ask.

So for the next hour or so Jaune told Ozpin about the dreams that he had been having for the past couple of weeks that were actually memories from his past life as Flash Thompson and about the Venom symbiote and talking to Madame Web and everything that happen during their talk and was told to tell him because Madame Web trust him to help Jaune as he want to become Agent Venom again and to make up from his mistake from his time as Flash.

''That is a interesting story there Mr Thompson.''

''No I'm still Jaune Arc. I think since I'm in a new world with a new name and new everything I should stick with that for now.''

''Very well Mr Arc, but tell me can I see this Venom that you speak of?''

''Sure'' After a few seconds he transform into Agent Venom again and look at the headmaster face that was pure shock seeing a real life alien in front of him.

After getting over his shock Ozpin then ask. ''Tell what are your abilities when you use the suit?''

''I have Superhuman Strength,Enhanced Speed,The Ability to Climb Any Surface,Superhuman Stamina,A Sixth Sense that warns me of any dangers,Superhuman Durability,Superhuman Agility,Superhuman Reflexes,Accelerated Healing Factor,Camouflage Capabilities,Constituent-Matter Generation,Constituent-Matter Manipulation,Genetic Memory,Night Vision, and all of Venom's Memory from his previous hosts.''

''That is quite a lot of abilities you have their Mr Arc.'' Ozpin said as he listen to all of the Venom symbiote abilities.''

''I'm also a Skilled Marksman and a Skilled Combatant during my time in the army back on my world.''

''Also a soldier too?''

''Yep I was Corporal Eugene 'Flash' Thompson back when I was on the field and during my time as Agent Venom.''

''So is their anything else I need to know of?''

''My weakness in case I lose control because their were time I lost control of the suit when I was angry. The suit weakness are Loud Sounds and Fire.''

''Are you going to tell your team about this?''

''For the mean time no I think this should be a secret just between us for now, I may trust them and along with team RWBY but I don't think I can just tell them yet maybe after awhile I will tell them but not yet.'' He said as he let his mask came off showing his face.

''It is up to you when you when the time is right to tell your friends about this secret.''

''Thanks'' He said as he return to his regular clothes again. ''But I need to ask you for a favor?''

''Whats that?''

''Where can I find a good pair of guns?'' He ask as his lips started to form a smirk.

 **Author Note : Well here it is everyone Vale own Lethal Protector as come at last. Now I been wondering why no one ever thought about making a fanfic about Jaune as Agent Venom before? Because If you look at Flash in the comics from when he started out as Agent Venom in the beginning and look at Jaune as you could clearly see that Flash look like a older version of Jaune and I thought why not be the first one to do it. So here it is Jaune as Agent Venom. But next time on Vale Lethal Protector Jaune is going to get some new weapons and test out some new powers that Madame Web gave him and much more. Also before I work on that I want to work on the other two stories that I am working on before I post any new chapters for my other stories like Red Dragon Arc : Crossover between RWBY & Highschool DXD & Spider-Dragon Emperor : Crossover between Spider-Man & Highschool DXD. But I hope you guys like this and along with my other stories and the two new one that will be up soon I hope. But this is LividSuperior2 signing off later.**


	2. The Return of Agent Venom

**Disclaimer : I don't own Spider-Man. Spider-Man and all related characters are owned by Marvel Entertainment. or RWBY, RWBY and all related characters are owned by Rooster Teeth.**

''Flash Thompson''-Talking

 _''Jaune Arc''-Thinking_

 _ **''WE ARE VENOM'' -**_ The Venom symbiote

 _ ***Flashback***_

 **Chapter 2 : The Return of Agent Venom**

Its been two months since Jaune had gotten the Venom symbiote back and after his talk with Ozpin, he had decided to make Jaune a secret agent for him as he would send the young arc on missions to find any information about someone name _'The Queen'_ from any White Fang meetings that Jaune had interrupted as he would take down any White Fang members when he would search for the Queen, also he would go out at night and patrol Vale and protect the civilians, humans and faunus alike like his hero Spider-Man. Ozpin had provided Jaune a secret room where any gear that Jaune would need like guns, ammo, or anything for Jaune would be kept hidden from everyone and only him and Jaune would only know about.

Also Jaune had found out that his family sword Crocea Mors a.k.a Yellow Death is made out of Adamantium, a rare metal that could only be found on his Earth that he knows about and told Ozpin if he or anyone he know's found more Adamantium too bring it back here since if anyone like the White Fang, Roman Torchwick, or The Queen get their hands on it, it would be big trouble for them.

But right now we see our agent of beacon waking up thanks to his alarm clock on his scroll and got up and get ready for the weekend. No longer wearing a blue onesie, he now wears a black muscle shirt that show off his nice new muscle and a pair of black shorts with the Arc symbol on the right side of his shorts. After Jaune had look through his wardrobe he threw out all of his old clothes and replace them with some new one's since that way he wouldn't have to keep using the symbiote for clothing all the time or if he was every separate from Venom then he wouldn't have to run around naked. He also found out that when Madame Web had upgraded the symbiote he had gotten new powers, Like the Venom Blast and The ability to control spiders, also the Venom symbiote weakness against fire and sound don't hurt Venom as much anymore since Madame Web had given it a high resistance to both attacks, but Venom could still get hurt by fire and sound just not so much.

She also said that there was more abilities that she had given the Venom symbiote but both he and Venom would need more training to unlock those new powers, and then she left back to the realm of the dead for now.

When he step into his dorm bathroom, he look at his bathroom mirror and looks at himself and you could see that he now haves a 5 o'clock shadow that caught the attention of some women at Beacon. After he took a 15 minute shower, he use the symbiote to mimic a black t-shirt and blue jeans along with a pair of sneakers. and step out of the bathroom to see his team waking up.

''Showers yours.'' Jaune said as Ren then got up from his bed and went in to take a quick shower.

''Morning Pyrrha.'' Jaune smile at her, She blush as Jaune smiled at her. Over the past two mouths Pyrrha had been worrying about Jaune after his fight with Cardin, but after he had a talk with Ozpin saying that he unlock his ' _Semblence'_ and that Ozpin was helping him control it, and also during these past two months Jaune fighting had gotten a whole lot better then before like he knew how to fight in the beginning in the first place. Also his voice change to a much deeper voice that she thought made him sexy, along with his 5 o'clock shadow. **(AN : His voice sounds like Christopher Daniel Barnes now. If you want to know why then read the author note at the end.)**

''I'll meet you guys at the cafeteria.'' Jaune said as he exit out of the room and headed to the cafeteria, while he was doing that was thinking about what happen last night. When he got back from patrol last night and was walking to his dorm, he saw that Blake had tears in her eyes as she was with a blond monkey faunus and left the school grounds on a airship and so he went to team RWBY dorm to ask what happen as Ruby told them that Blake and Weiss had a fight and she needed to cool off.

 _ **''You know that she lied right?''**_ Said his friend Venom as he was talking to Jaune in his head.

 _''Yeah I know and I should look for Blake when we go out on patrol tonight.''_ Jaune said to Venom while he went to get breakfast and sat down at a table were Team RWBY and JNPR usually hang out at. As he was eating he had brought a notebook out and a pencil out and started to write what looks to be a novel, Yes every since Jaune had gotten his memories from his past life and with the help of the symbiote memories from his pervious hosts, Jaune had started to write novels from the lives of Spider-Man adventures including the lives of Eddie Brock and His own story as Flash Thompson. So far he had manage to complete the Spider-Man novel as it was a huge hit around Vale and the other four kingdoms. The Spider-Man novel was the best seller, it even sell more copies then the Ninja of Love story that Blake likes so much, He also put Peter famous quote that he have inspired him during his time as Flash/Venom '' _That With Great Powers Also Comes Great Responsibility''_ The book was explaining every single thing that Peter had gone through with being an ordinary kid that had gotten the powers of a spider and fight crime as a super hero.

Right now he was writing about Eddie Brock life as how he had became Venom in the first place and then to how he became Anti-Venom. While he was writing he was thinking about what happen to Brock when he first met him and try to see if he can take the Anti-Venom symbiote and use it as a cure for the spider-virus that the Jackal had use to make everyone into spider-creatures, but before he found Eddie the Queen from his past life had found Brock before he had and killed him and along with his symbiote.

 _ ***Flashback***_

 _Agent Venom had just arrived to see that the Queen had killed the Anti-Venom symbiote with her Sonic Scream, when Flash was about to shoot her, she disappeared in a puff of purple smoke._

 _''DAMNIT!'' Flash shouted in rage as he landed were the Anti-Venom symbiote was as it turn into white smoke as it died before Flash could even grab a sample._

 _''V-Ven-Venom?'' A weak voice had called out as Flash turn around and see that Eddie Brock was in a pool of his own blood as he was wearing a blood soak white t-shirt and a pair of black jeans._

 _''Brock!'' Flash ran over to him as his mask pill back to revel his face as he kneel by him. ''Just hang on Brock I'll get you out of here and get you medical attention.''_

 _''T-T-To late f-for me, that b-bitch kill Anti Venom and now I-I can't save everyone.'' Brock slowly said to Flash as the life from his eyes were slowly leaving him._

 _As Flash watch this he could feel Venom was shaking and felt hurt as it watch one of its most longest host was dying as a tendril with Venom eyes move close to Brock face as it rub against his face while Flash was some what shock by this._

 _''You know I always thought that you were a demon from hell who was sent to me to ruin my life.'' Brock began to tear up as he let out a smile as he look at Venom. ''B-But I know that you were the bestest friend that I never have.'' Brock had tears going down his face as he then slowly face Flash who also had tears going down his face._

 _''Promise me that you'll stop that bitch and save everyone from this god awful mess.'' Brock had told Flash as his time was almost up, Flash nodded as he promise to stop the Queen and cure New York from the spider-virus._

 _''A-Also tell Parker that I'm sorry for what I done to him in the past.'' Brock said to Flash as his eyes widen to hear that Eddie somehow knows Peter._

 _Eddie took a look at the tendril with Venom eyes as he let out a smile. ''So long partner.'' Eddie slowly said as he had die that day as a hero know as Anti Venom._

 _ ***Flashback End***_

''Hey Jaune.'' A voice called out to him as he stop writing and turn to see Ruby and along with Yang and Weiss had sat down with their own tray of food.

''Oh hey Ruby.'' He smile as Ruby blush since she still trying to get used to Jaune much deeper voice.

''So whats you writing hot stuff?'' Yang ask as she notice the notebook as Jaune put it away.

''Ah its nothing important just stuff.'' He answer as he notice that Blake wasn't with them.

''Hey where Blake?'' He ask as he notice that both Ruby and Yang look sad while Weiss look mad at the mention of their other teammate.

''She didn't come back last night and so we're going down to Vale after we're down eating to look for her.'' Ruby gave him a sad smile as she said that.

''I can help if you like.''

Weiss look like she wanted to say no but Ruby had interrupt her by giving him a bright smile and said yes, so after they both ate breakfast, Jaune and RWY were about to leave the cafeteria until Jaune scroll buzz and took it out to see that he got a message from Ozpin saying that he needs to see him for a mission.

''Sorry guys I need to go see Ozpin, but I'll go to Vale after I'm done seeing what he want's.''

''K Jaune just hurry up.'' Ruby said as she smile at her first friend here at Beacon as she, Yang, and Weiss saw Jaune jog to go meet Ozpin.

''Have you guys been noticing that Jaune been getting called to see Ozpin a lot these days.'' Yang ask her sister and teammate.

''I don't see why the headmaster would want to see that dunce.'' Weiss narrowed her eyes as she look at the spot where Jaune was running at.

''You heard what Jaune said about Ozpin helping him with his semblence after his fight with Cardin.'' Ruby answer, trying to defend her friend.

''Well we can worry about later, right now we need to go down to Vale and look for Blake.'' Yang said to the Rose Reaper and Ice Queen as Ruby gave her sister a nod while Weiss was still mad about that Beacon had let a member of the White Fang join their ranks as they walk to the airship that would take them down to Vale.

 **Meanwhile with Jaune...**

The elevator to Ozpin office open and Jaune came out and saw Ozpin drinking coffee out of his favorite mug as he was doing some paper work.

''How are you this fine morning Mr Arc?'' Ozpin had ask as he look at his secret agent.

''I was going down to Vale and look for Blake since she never came back last night.'' He answer.

''Then this will only take a moment.'' Ozpin then grab a folder on his desk and gave it to Jaune as he open it to see pictures of Roman Torchwick and some White Fang members with the crates of dust he stolen for the past few months.

''There a rumor going around that Roman Torchwick will be at the dock in Vale with members of the White Fang tonight to load more stolen dust on a airship.'' Ozpin inform Jaune as he was thinking why was the White Fang working with a human like Roman.

''Do you happen to know why the Fang are working with a guy like Torchwick?''

''As far as I know, no.'' Ozpin took a sip from his mug for a moment and then spoke again. ''I need you to bring in Torchwick to see if he have's any information about the Queen.''

''Got it, but the mean time I need to help go fine Blake.'' Jaune then walk out of the office as Ozpin went back to his paper work.

 **Downtown Vale...**

We see Jaune as he walking around trying to fine Blake on his own, he saw his team as they were off to train and ask him to join but Jaune told them that he had something to do for Ozpin and that he won't be back until late at night.

 _ **''There gonna find out sooner or later, you seen how the red head been trying to follow us every time we leave.''**_ Venom spoke to Jaune as he kept walking as he always notice that Pyrrha would try to follow him when Ozpin would send him on mission's but he would use the symbiote to make a disguise for him and blend in the crowd before she gives up and walk back to their dorm.

 _''Yeah I know, maybe I should tell them, I mean it's been two months already and I don't want to repeat what I did with Betty.''_ He thought as he see a image of Betty Brant his girlfriend from his past life and how he would lied to her about him being Agent Venom that had cause some problems in their relationship and didn't want the same thing to happen with his friend's.

 _ **''Hey I sense your friend near by around that building.''**_ Venom inform his host as Jaune look up a head and see Blake with the monkey faunus drinking tea at a cafe'a so he made a disguise that was made of him wearing a black hat that cover his eyes with a black overcoat and grey hoodie with jeans and black combat boots and he sat down near them enough to hear about Blake story about her past that she had of her rough childhood and how she was a member of the White Fang.

 _''I should ask her if she know any info about the Queen then.''_ Jaune though to himself as he then heard the monkey faunus that he learn was name Sun was talking about the mission that Ozpin gave him about the White Fang members that are going to be at the dock tonight with the stolen dust and with someone there watching over it, meaning that Roman will also there making sure that he gets all of the stolen dust from the fang.

 _ **''Looks like we're gonna have company on this mission.''**_ Jaune couldn't see it but he could tell that Venom had a smirk on his face.

 _''Great.''_ Jaune sighed as he then got up and left the cafe'a as he was going to return to Beacon to get any gear he might need to bring in Torchwick and stop the members of the White Fang while also thinking about a plan to make sure Blake and Sun doesn't screw up his mission. While he was walking away he didn't notice that Blake was watching him once he sat down by them, She didn't know who he was but she plan to find out as she got out of her chair and try to follow him as she saw him go into a alleyway, but when she turn to her left where he went she found out that he wasn't there as if he vanish out of thin air.

''Yo why did you leave like that?'' Sun ask as he follow her when she suddenly got up from her chair.

''Nothing I though I saw someone I know.'' Blake said as she was still looking for Jaune.

''Ooookkk.'' Sun said slowly as he was confuse by this.

''Come on let's go.'' Blake said as both she and Sun left to the docks, not noticing that Jaune was high up on the wall hiding in the shadows as he then jump down and looks to wear both the cat and monkey faunus ran off too as he change back to his normal clothing.

''Man that was close, I need to be more careful around her.'' He muttered to himself as he then proceed to the airship for Beacon.

 **At Beacon...**

As Jaune finally got off the airship and reach the school, he was walking in the hallway going to the secret room that Ozpin had given him and get ready for tonight.

''Jaune?'' A voice called out to him as he turn around to see that it was Pyrrha that had called him.

''Oh hey Pyrrha what's up?'' He ask was she was walking close to him.

''Nothing just heading back to our dorm since Ren and Nora went off on their own for a bit.''

''Oh ok well I got to go, Ozpin need me for something.'' He said as he turn to walk away but he felt a hand on his shoulder and turn to see Pyrrha had a concern look on her face.

''Jaune is everything ok?'' She had ask as Jaune raise a eyebrow at her sudden question.

''Yeah why?''

''Well it's just you been seeing Ozpin for these past two month's and I just wanted to know that if anything wrong, you can always tell me.'' She said to him as Jaune look into her green eyes as she reminded him of Mary Jane as both women have beautiful long crimson red hair and the same emerald color eyes and they both look out for their friend's no matter what.

''Yeah I'm fine.'' He saw the look of concern on Pyrrha face again as if she didn't believe him, so he sighed as he knew that she won't give up that easy. ''Pyrrha... Look I know that these past two months been crazy and I haven't been spending a lot of time with you, Ren, Nora, and Team RWBY, but I promise that after I figure out something's I'll tell you why I been gone for these past two month's ok.'' He gave her a small smile as he saw that Pyrrha gave him a bright smile as she nodded.

''I trust you Jaune, I just wanted to let you know that I'm here for you.'' Pyrrha said as a blush slowly came on her face. The two then went their separate ways as Pyrrha went to their dorm while Jaune went to get his gear. It took only a few minutes or so to get there, it was located on the other side of the school in a basement that no one use anymore and only he and Ozpin have the keys for it, so when Jaune went down stair's and flick the light switch on you could see that the room look like an armory of some kind with all kind's of guns like pistol's, handgun's, shotgun's, sniper rifle's and pretty much guns of any kind with large amount of ammo and dust infuse ammo. Let just say if the Punisher saw this room, he would approve.

''Now we're talking.'' The agent of beacon grin to himself.

 **Later At Vale Dock's...**

It was late at night and we see both Blake laying down on a near by roof top that was close by at the dock's as she was keeping a look out and see a huge container of dust, as she see the symbol of a snow flake Blake couldn't help but think about the fight that both her and Weiss had last night.

''Did I miss anything?'' A voice said to her as she turn her head and see Sun drop down as he was holding some green apples.

''Not really, they offloaded all the crate's from the boat, now there just sitting there.''

''Cool, I stole you some food.'' Sun try to offer her a apple as Blake raise a eyebrow at him.

''Do you always break the law without a second thought?''

''Hey weren't you in a cult or something?'' Sun shot back at her as he realize what he said as Blake gave him a deadly glare that send chill's down his spine.

''Ok too soon.'' Sun said as then wind started to blow on top of them and they hear a engines roaring and see light shining down on the docks as they look up to see a airship land on the ground and when the door open, members of the White Fang came out with guns with them.

''Oh no.'' Blake muttered to herself.

''Is that them?'' Sun ask her.

''Yes it's them.'' Blake answer as her tone of voice was sad.

''Alright grab the tow cables.'' One member shouted to the others.

''You really didn't think they were behind it, did you?'' Sun said to her as Blake had a sad expression on her face.

''No, I think deep down I knew. I just didn't want to be right.''

''Hey what's the hold up!?" A voice shouted as both Blake and Sun eyes widen and look towards the airship and out came Roman Torchwick as some of the member of the White Fang look at him.

''We're not exactly the most inconspicuous bunch of thieves at the moment, sooo why don't you animals pick up the pace.'' Roman said out loud as the Fang grew mad at the animal comment and wish to kill this human, but couldn't since they knew he could kill them.

''This isn't right.'' Blake started to say as Sun turn towards her as she stand up. ''The White Fang would never work with a human, especially not one like that.'' Blake finish saying as she took out her weapon.

''What are you doing!?'' Sun ask in a panic type of tone as Blake jump down and ran towards one of the big containers that Roman was close by too.

Once she got close enough she heard Roman talking to one of the White Fang as he was holding cables. ''No you idiot this isn't a leash!'' Roman yelled at him as Blake was about to appeared behind him and take him hostage and demand why the Fang was working with him, until she was suddenly stuck to the container and she look down too see what looks to be black webbing holding her as a figure drop down by her and to her surprise, she see a man wearing all black and that cover his body, his chest was cover in black body armor with a white spider covering his whole torso, his shoulders and legs grew spikes, his arms was cover in some sort of black armor, with a white patch on the back of his hands, and then his face was cover in a black mask with black lenses.

''Sorry but I need him alive.'' The strange man whisper to her as Blake was about to yell, but her mouth was cover by black webbing as she struggle to get out.

Roman was about to walk off back to the airship until someone grab him in a choke hold. ''What the!?" Roman suddenly yelled out as a gun was pointed at his head.

''Oh for F-'' Roman was about to say until a click went off meaning the strange man was about to shoot him.

''Shut up.'' The stranger said to him as the Fang drop what they were doing and took out their swords and guns and pointed at them. What they did expect was the man to suddenly grew tendrils and pointed guns at all of them.

''Drop you weapons and I won't shoot.'' He order to them.

''Woah take it easy big guy.'' Roman try to talk to him.

''So what's a asshole like you working with the White Fang?'' He suddenly ask.

''Heh didn't you get the memo? Roman began to say. ''The White Fang and I are going in on a joint business venture together.'' He finish.

''Tell me what it is or I'll blow your brains out.'' He threaten him as suddenly the sound of engines were heard as everyone look up to see two more airships suddenly arrive and look ready to fire at both him and Roman.

Roman suddenly smirk as he fire his cane and the strange man jump backwards to see that Roman was pointing his cane gun at him. ''So mind telling me who you are?'' Roman ask with a smug look on his face.

''Agent Venom.'' Venom point his guns at him as Roman then fire his cane, Venom dodge the attack and began to fire at him while dodging more of Roman gun fire and hid behind a container.

 _''So that's the infamous Agent Venom that I've been hearing about.''_ Roman thought to himself as he and some other crooks have been hearing about a man dress in black with a white spider on his chest have been taking down White Fang meetings. Just when Roman was about to say something a banana pill had fall on top of his head that made his hat cover his eyes and hears something as he took the banana pill off and lift his hat a little to see that Sun had kick him in the face as Sun did some back flips while Roman landed on the ground.

''Sup loser.'' Sun grin as some members of the White Fang had jump out of the airship and landed by Roman as they pointed their guns at the monkey faunus and Roman got up from the ground and look at Sun with a piss off expression on his face.

''You are not the brightest banana in the bunch, are ya kid?'' Roman said as the White Fang soldiers with sword went to attack Sun as one swing his sword while Sun had dodge it in time and uppercut him as other try to attack him from behind until Sun roundhouse kick him and other away, one was running towards him as Sun jump in mid air and kick the White Fang soldier chest and roll away before another soldier almost slash him with his sword. Sun then took out his weapon that was a red and gold long bow staff and use it to hit the one that try to attack him in the face as several move try to do the same thing to Sun but was then knock away from Sun staff as he slam it to the ground.

Blake had gotten free from the webbing as Sun help cut her free and was hiding behind one container and waiting for the right time to jump in as she watch Sun fight the White Fang soldiers. Roman was getting madder by the second as he point his cane gun at Sun and fire while Sun turn around just in time to spin his bow staff to block the incoming fire.

''He mine!'' Blake shouted as she then jump in and started to slash at Roman who was blocking each of her attack, Roman manage to get some good hits on her and was about to shoot her until Sun jump in and kick him away as his bow staff transform into some kind of nunchuck/guns and started to both shoot and hit Roman as he try to block Sun attacks and despite attacking so fast Roman kept blocking each attack and began to laugh until Blake kick him away.

As Roman look up for a second, he saw dust container that was hanging in the air and had a great idea as he got up to look at the two faunus and shot the cables that was holding the dust container as both Blake and Sun look up to see that it was going to fall on top of them, until they were pull out of the way by someone and look at who had save them to see that it was Agent Venom that had pull them out of the way as the container smash to the ground with a loud thud.

''Stand down and go back to your home.'' Venom told them as Blake was about to say something until someone shouted a ''Hey!'' And everyone look towards where that came from and see that Ruby who had her scythe out as both Blake and Venom had a panic expression on their face as Roman had a smug look on his face.

''Oh, hello Red! Isn't past your bedtime?''

''Ruby are those people your friends? A orange hair girl with a pink bow on her head said to her.

''Penny get back.'' Ruby said to Penny as Roman raise his cane gun and shot Ruby as she was sent as she scream while both Blake and Venom glared at Roman in rage as Roman did a evil laugh. Penny glare at Roman as she was stepping closer to the edge of the roof top as Ruby try to stop her. ''Penny wait stop!''

''Don't worry Ruby.'' She close her eyes. ''I'm combat ready!'' Once she open her eyes her back opens up as multiple swords came out as she jump off of the roof doing flips as some of her swords attack the members of the White Fang and landed on the ground with a super hero like pose.

He didn't know how but Jaune could have sworn he imagine Deadpool clapping as he was cheering something about a superhero landing when he look at Penny. A White Fang soldier was right by Penny as she use her sword to attack him as he flew back while one try to attack her from behind and use her sword to slash him into a container, two more White Fang soldiers were running towards her and was going to attack her with their own swords but Penny swords came in front of her as they spin around and block the attack as Penny use her swords to slash the one away as Penny did a side flip and kick the other one to the ground, a bigger group of White Fang soldiers were ruining towards her as her swords form a circle and they spin around as they went towards the group of White Fang soldiers like a shuriken as they were blown away and knock out.

Three airships started to shoot down near Penny as she block the bullets with her swords, her back open again as two more sword shot out and flew towards a wall as she flew back near the walls and then the swords started to form another circle as they spin really fast as a bright green glow began to appear forming a ball of green energy, and once Penny push her hands forward a giant beam of green energy shot towards the airships as they were cut in half and end up in a explosion as they crash to the ground.

''Holy Shit!'' Jaune yelled as he and the others look at what Penny had done to those airships.

 _ **''Hey Torchwick is getting away!''**_ Venom yelled to his partner as Jaune snap out of it and look to see that Roman had got in a airship that was about to take off into the air.

''Not on my watch!'' Jaune then ran towards the airship with Roman in it as he fire a web line and pull himself onto the airship, he wall crawl to the window of the ship as he see a White Fang member driving as Jaune then smash the window as he then punch the White Fang soldier out of the driver seat and took started to drive back to the docks, his spider-sense went off as he then jump out of the chair as the controls expolded as Jaune turn his head to see Roman was the one who fire the attack.

''Now why is someone like you looking for someone like me?'' Roman ask as he shot again as Agent Venom dodge the attack by jumping towards the wall of the ship and jump at Torchwick and gave Roman a uppercut to Roman chin as he flew back to the back of the ship near the doors. Roman was piss as blood came out from his mouth when Jaune punch him as he pull up his cane gun and started to fire multiple times as Jaune kept dodge as the dust fire shot kept hitting the controls to the ship as when Roman was about to attack Venom but then both him and Agent Venom fell down as the ship was now spinning out of control thanks to Roman destroying the controls to the airship. As Venom spider-sense kept warning him of the danger that he in, he had grab Roman as he kick the door open to and jump out of the airship just in time before it had crash and exploded into pieces.

As Roman try to stand up, Jaune had quickly web Roman up in a cocoon made out of black webbing as Roman try to break free but couldn't as the webbing were too strong. ''Don't bother those webs are like titanium and can hold the strongest being in the universe.'' Agent Venom said as he remember that the webbing that he made could even hold the Hulk still before he found a way to break free.

''Hey! How about me and you make a deal ehh?'' Roman try to offer as Venom look to be thinking about it.

''How about...No.'' Venom then punch Roman face and knocking him out as he then web both of Roman eyes and mouth so that way he couldn't see that Jaune was taking him to Beacon and that he couldn't yell for help. So as a tendril pick Roman cocoon body up and it wrap around Venom back, he was going to leave until Ruby, Blake and both Penny and Sun ran over to him.

''Wait why were you here and where are you taking Torchwick?" Blake ask very quickly as she look into the lenses of Jaune mask.

''Torckwick might have information about a treat that coming to Remnant and it's my job to find out what it is and to stop it before it's too late.'' Agent Venom began to walk off to near by buildings so he can web swing back to HQ.

''Wait!'' Blake shouted as Jaune turn to look at her. ''Who are you?'' She had ask as She and the other three look at him as they didn't notice the sound of police sirens coming near them.

''My name.'' He started to say as he raise one of his arms as he fire a web line. ''Is Agent Venom.'' He finish as he web swing away from the dock and back to Beacon as the group of huntress and hunter wondering if they will ever see him again. And as for Blake, a smile slowly appeared onto her face as she watch the symbiote power warrior swing into the night and hope to see Agent Venom again.

 **Author Note : Oh...My...GOD! Yes! I have finally finish this chapter and now my fans go crazy! But seriously I am glad I have finally finish this chapter. But I bet you are all wondering as to why I took so long to update a story? Well that because I been busy in IRL and summer vacation is almost over and I want to spend as must time doing cool stuff with my friends who I consider my brothers, I have also been dealing with some family stuff and a while ago my mom had to go to the hospital but she all better and I'm glad for that. And another also is because I been reading my stories and notice some grammar problems and wish to fix that, I still need to fix some problems for my stories and maybe including this one since I don't have a word typing program that has auto correct and if anyone wish to show me a program where I can get one please do. Now you maybe wondering as to why I gave Jaune a new voice actor? Well that's because every time I read the Venom comic from when Flash first became Venom is because just by looking at him makes me think that is Marvel every put Agent Venom into a video game then I would always think about Christopher Daniel Barnes voice when reading the Venom comics, and for those who don't know who Christopher is, he was the voice actor for the 1994 Spider-Man Animated Series cartoon as Spider-Man/Peter Parker and both Spider-Man Noir and Spider-Man 2099 for both Shattered Dimensions & Edge Of Time. So yeah I glad I finish this chapter and I will be updating Spider-Dragon Emerpor next since that chapter is almost done and then to the others. Also if someone would like to PM as too what Jaune new combat gear would look like since I want to give him a new look and all and also some weapons that he will be asking Ruby to help make then that would be awesome! Well this is LividSuperior2 signing off later!**


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